Common use of Optional Conversion Upon Change of Control Clause in Contracts

Optional Conversion Upon Change of Control. Not less than thirty (30) days prior to consummation of any Change of Control (or, if such Change of Control occurs without the agreement or participation by Debtor, as soon as reasonably possible after Debtor obtains knowledge of the occurrence of such Change of Control or of any event, or the taking of any action, by any Person, that could reasonably be expected to cause, or result in, a Change of Control), Debtor shall give the holder of this Note written notice of such Change of Control, event or action, and the holder of this Note may at any time prior to the date thirty (30) days after such Change of Control is consummated, notify Debtor that it has elected to convert all or any portion of the principal balance outstanding under this Note, together with any then accrued and unpaid interest (the amount to be so converted, the “COC Conversion Amount”), whereupon the COC Conversion Amount shall automatically convert into fully paid and nonassessable shares of Common Stock on the date such notice is given by such holder. Any such notice by the holder may be conditioned upon the consummation of the Change of Control. The number of shares of Common Stock that the holder of this Note shall be entitled to receive upon such conversion pursuant to this Section 6(c) shall equal the quotient obtained by dividing (i) the total COC Conversion Amount by (ii) the Issuance Date Conversion Price, as the same may be adjusted pursuant to Section 7 hereof.

Optional Conversion Upon Change of Control. Not less than thirty (30) days prior to consummation of any Change of Control (or, if such Change of Control occurs without the agreement or participation by Debtor, as soon as reasonably possible after Debtor obtains knowledge of the occurrence of such Change of Control or of any event, or the taking of any action, by any Person, that could reasonably be expected to cause, or result in, a Change of Control), Debtor shall give the holder of this Note written notice of such Change of Control, event or action, and the holder of this Note may at any time prior to the date thirty (30) days after such Change of Control is consummated, notify Debtor that it has elected to convert all or any portion of the principal balance outstanding under this Note, together with any then accrued and unpaid interest (the amount to be so converted, the “COC Conversion Amount”), whereupon the COC Conversion Amount shall automatically convert into fully paid and nonassessable shares of Common Stock on the date such notice is given by such holder. Any such notice by the holder may be conditioned upon the consummation of the Change of Control. The number of shares of Common Stock that the holder of this Note shall be entitled to receive upon such conversion pursuant to this Section 6(c) shall equal the quotient obtained by dividing (i) the total COC Conversion Amount by (ii) A) the QEO Conversion Price, as adjusted pursuant to Section 7 hereof, if the Conversion Date with respect to such conversion occurs after the occurrence of a Qualified Equity Offering or (B) the Issuance Date Conversion Price, as the same may be adjusted pursuant to Section 7 hereof, if the Conversion Date with respect to such conversion occurs before the occurrence of a Quality Equity Offering or if no Qualified Equity Offering occurs during the QEO Period.